John McCabe
About John McCabe
Independent director of Flushing Financial Corporation (FFIC). Age 81 as of December 31, 2024; director since 2003 (21 years of tenure). Former Chief Equity Strategist at Shay Assets Management for over 20 years (retired December 2015); prior roles include Managing Director at Sterling Manhattan Corp. and 19 years at Bankers Trust in investment management and research. Recognized industry leader; past Director and twice President of the New York Society of Security Analysts and past Governor of the CFA Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shay Assets Management, Inc. | Chief Equity Strategist; Co-manager, AMF Large Cap Equity Fund | Over 20 years; retired Dec 2015 | Led equity strategy and fund management |
| Sterling Manhattan Corp. | Managing Director | Not disclosed | Investment banking leadership |
| Bankers Trust Company | Director of Investment Research; Managing Director, Investment Management Group; Senior Investment Policy Committee member | 19 years | Senior investment governance and research oversight |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| New York Society of Security Analysts | Director; served twice as President | Past role |
| CFA Institute | Governor | Past role |
Board Governance
- Committee memberships: Nominating and Governance Committee (member); committee met once in 2024 .
- Independence: Board determined nine of eleven directors are independent; McCabe is listed as independent in the skills matrix .
- Attendance: Board held 12 regular and 6 special meetings in 2024; no director attended less than 75% of Board and committee meetings (except Mr. DelliBovi’s Audit attendance); executive sessions of independent directors held at least quarterly .
- Leadership and election standards: Separate Chair/CEO roles; majority voting standard for uncontested director elections with mandated resignation process if a nominee fails to receive a majority .
- Related-party controls: Nominating & Governance Committee approves any director/officer related party transactions; no loans to directors or executive officers; none to immediate family of a director in 2024 .
Fixed Compensation
| Metric (Director compensation) | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $87,500 |
| Stock Awards ($ grant-date fair value) | $82,992 |
| Total ($) | $170,492 |
- Cash structure (for Outside Directors): Annual retainer $37,500 (Bank); Board/Bank meeting fee $1,500; Audit Committee meeting $1,300; other committee meeting $1,000; Chair retainers: Audit $15,000, Compensation $10,000, Nominating & Governance $7,500 (McCabe is not a committee chair) .
Performance Compensation
| Equity detail | 2024 | 2025 |
|---|---|---|
| RSUs granted (units) | 4,800 (each Outside Director) | 4,800 (each Outside Director) |
| Grant date | Jan 25, 2024 | Jan 28, 2025 |
| Vesting | Full vest one year from grant (committee practice for 2024 and 2025) | Full vest one year from grant |
| Dividends | Dividends or dividend equivalents paid currently; awards settled in stock at vest | Same |
| Grant-date fair value (McCabe) | $82,992 (reported for 2024) | Not separately disclosed; committee targeted value $100,000 not to exceed 4,800 RSUs (practice) |
Performance metrics: None for director equity; Outside Director awards are time-based RSUs (no performance criteria) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond FFIC in the 2025 proxy .
- Interlocks/conflicts: None disclosed; board prohibits director and officer hedging or pledging of company stock; related-party transactions require committee approval .
Expertise & Qualifications
- Skills (from Board matrix): Leadership; Corporate Governance & Oversight; Banking; Capital Markets; Mergers & Acquisitions; Strategic Planning .
Equity Ownership
| Ownership detail | Value |
|---|---|
| Shares beneficially owned | 118,836 |
| Ownership (% of outstanding) | 0.35% (outstanding shares 33,776,688) |
| Unvested RSUs (vest on termination of Board service) | 4,800 |
| Director stock ownership guideline | Minimum 5,000 shares after 5 full years of service (mandatory) |
| Compliance status | Exceeds guideline based on beneficial ownership |
| Hedging/pledging | Prohibited for directors; insider trading policy in place |
Governance Assessment
- Positive signals:
- Independent, capital markets veteran with deep investment and governance experience; active on Nominating & Governance (oversight of independence and conflicts) .
- Strong alignment: substantial beneficial ownership (118,836 shares; 0.35%) well above director guideline; equity grants in stock; anti-hedging/pledging policy .
- Board discipline: majority voting for directors; quarterly independent executive sessions; robust related-party controls; separate Chair/CEO roles .
- Attendance: at least 75% in 2024; frequent board meetings (12 regular, 6 special) .
- Watch items / RED FLAGS:
- Legacy Outside Director Retirement Plan: McCabe is eligible and has maximized annual retirement benefit (plan pays $48,000 annually for 120 months upon qualifying events); legacy director pensions can be viewed as shareholder-unfriendly and may affect perceived independence .
- Board refreshment: long tenure (21 years) raises succession/refresh considerations; investors queried board refreshment and classified board structure in outreach; company acknowledges ongoing discussions on refreshment .
- Compensation mix: Director pay is predominantly cash plus time-based RSUs with one-year vest (no performance conditions), which limits pay-for-performance linkage for directors but aligns with common market practice for non-employee directors .
Insider Grants Summary (Director)
| Date | Type | Units | Vesting | Notes |
|---|---|---|---|---|
| Jan 25, 2024 | RSU grant | 4,800 | Full vest one year | Dividends paid currently; settled in stock; reported fair value $82,992 for McCabe |
| Jan 28, 2025 | RSU grant | 4,800 | Full vest one year | Committee practice targets ~$100,000 value, capped at 4,800 RSUs |